Grant of a licence for use of Vanguard materials
This agreement sets out the terms on which Vanguard Asset Management, Limited (“Vanguard”) grants to the issuer of the document (the “Licensee”) a licence for the use of certain Vanguard Materials as defined below.
Vanguard and the Licensee agree that Vanguard (or its affiliates) owns all rights, title, and interests in and to the Vanguard logo appearing in Appendix A to this agreement (the “Vanguard Corporate Identity”) and the publications or materials appearing in the ’Add your company logo’ section of website as set out in Appendix B to this agreement (the “Vanguard Materials”).
Vanguard acknowledges that the Licensee wishes to copy and distribute the Vanguard Materials that prominently feature the Vanguard Corporate Identity.
Vanguard has agreed, for good consideration which has already been provided, to grant the Licensee a limited licence to copy and distribute the Vanguard Materials (the “Licence”) from the date at which the document is published (the “Effective Date”) subject to the terms of this agreement.
Vanguard may terminate the Licence immediately for any reason upon written notice to the Licensee. The Licensee may terminate the Licence immediately for any reason upon written notice to Vanguard. The Licence shall terminate automatically upon termination of any distribution agreement (or similar agreement) between Vanguard and the Licensee. Upon termination of the Licence, the Licensee shall destroy all physical copies of the relevant Vanguard Materials in its possession, shall remove all electronic copies of the relevant Vanguard Materials from websites and other online portals that are under the Licensee’s control, and shall make no further use or distribution of the relevant Vanguard Material, or the Vanguard Corporate Identity or any other Vanguard trademarks.
The Licensee agrees to indemnify and hold harmless Vanguard from and against any and all losses, damages, or liabilities of any kind as a result of the Licensee’s breach of any term set out in this agreement, or any claim by a third party that is based upon or arises out of the Licensee’s use of the Vanguard Materials; provided, however, that Vanguard shall be liable for any third party claim of intellectual property infringement directly related to the Vanguard Materials, the Vanguard Corporate Identity, or any Vanguard trademark.
This agreement sets forth the entire understanding between the parties with respect to the grant of the Licence and supersedes all prior and contemporaneous representations, discussions, communications, agreements, and understandings between Vanguard and the Licensee. Vanguard may change the terms of this agreement from time to time by giving the Licensee notice of the changes made. Where reasonably practicable, Vanguard will endeavour to notify changes to the Licensee at least 14 days in advance of taking effect. Changes that are outside of Vanguard’s control (including for example, changes required as a result of applicable law or regulations) may take immediate effect or as notified to the Licensee. Notwithstanding the foregoing, Vanguard may unilaterally amend Appendix A and B from time to time upon written notice (including by email) to the Licensee. The grant of the Licence and the Licence shall be governed by and construed in accordance with the laws of England and Wales. Vanguard and the Licensee agree that any disputes arising out of or in connection with this agreement will be dealt with exclusively by the English courts.
Terms and conditions of the grant of the licence
Licence
Subject to Sections 2 and 3 below, Vanguard grants the Licensee a limited, non-exclusive and nontransferable right to (a) include the Licensee’s logo on the Vanguard Materials (b) make physical copies of the Vanguard Materials (c) distribute physical and electronic copies of the Vanguard Materials to its existing and prospective clients, and (d) post downloadable and non-downloadable copies of the Vanguard Materials on websites or other online portals that are under the Licensee’s control.
Restrictions
The Licensee shall not make any alterations to the Vanguard Materials, or the Vanguard Corporate Identity without Vanguard’s prior written permission. Except to the extent, it appears in the Vanguard Materials, this agreement grants the Licensee no right to use the Vanguard Corporate Identity. The Licensee may not license or sublicense the Vanguard Materials, or the Vanguard Corporate Identity to any third party without obtaining Vanguard’s prior written permission. The Licensee shall not use the Vanguard Materials, or any Vanguard trademark in any manner that, in Vanguard’s sole discretion: (a) suggests that the Licensee is the source of Vanguard’s investment products or is otherwise likely to create consumer confusion; (b) suggests any endorsement by Vanguard of the Licensee or its investment products or services; or (c) tarnishes or otherwise diminishes the Vanguard Materials, the Vanguard Corporate Identity, or any Vanguard trademark. Except as otherwise provided in this agreement, the Licensee shall not use the name(s), trademarks, or trade names of Vanguard, whether registered or not, in publicity releases or advertising or publicly in any other manner, without securing Vanguard’s prior written permission. Any permission identified in this Section 2 may be withheld by Vanguard in its sole discretion.
Attribution
Where the Licensee wishes to distribute the Vanguard Materials via a website or other online portal (including a social media account) pursuant to Section 1(c) above, the Licensee shall submit the proposed website or online presentation of such materials for approval by Vanguard and shall include any website banner wording or attribution as directed in writing by Vanguard.
Ownership of Intellectual Property
The Licensee acknowledges and agrees that Vanguard owns all rights, title and interests in and to the Vanguard Materials, the Vanguard Corporate Identity, and that the Licensee shall not acquire any rights in any of these.
Expiry of Vanguard Materials
The Licensee shall not use any Vanguard Materials beyond the specific expiry date as set out in the Vanguard Materials. Upon each expiry date, the Licensee shall destroy all physical copies of the relevant Vanguard Materials in its possession, and shall remove all electronic copies of the relevant Vanguard Materials from websites and other online portals that are under the Licensee’s control.
Appendix A
